§ 805. Certificate of amendment; contents.

(a) To accomplish any amendment, a certificate of amendment, entitled
"Certificate of amendment of the certificate of incorporation of
...................................(name of corporation) under section
805 of the Business Corporation Law", shall be signed and delivered to
the department of state. It shall set forth:

(1) The name of the corporation and, if it has been changed, the name
under which it was formed.

(2) The date its certificate of incorporation was filed by the
department of state.

(3) Each amendment effected thereby, setting forth the subject matter
of each provision of the certificate of incorporation which is to be
amended or eliminated and the full text of the provision or provisions,
if any, which are to be substituted or added.

(4) If an amendment provides for a change of shares, the number, par
value and class of issued shares changed, the number, par value and
class of issued shares resulting from such change, the number, par value
and class of unissued shares changed, the number, par value and class of
unissued shares resulting from such change and the terms of each such
change. If an amendment makes two or more such changes, a like statement
shall be included in respect to each change.

(5) If any amendment reduces stated capital, then a statement of the
manner in which the same is effected and the amounts from which and to
which stated capital is reduced.

(6) The manner in which the amendment of the certificate of
incorporation was authorized. If the amendment was authorized under
paragraph (d) of section eight hundred three of this chapter, then a
statement that the corporation does not have any shareholders of record
or any subscribers for shares whose subscriptions have been accepted and
no directors.

(b) Any number of amendments or changes may be included in one
certificate under this section. Such certificate may also include any
amendments or changes permitted by other sections and in that case the
certificate shall set forth any additional statement required by any
other section specifying the contents of a certificate to effect such
amendment or change.

(c) In the case of a change of shares, the shares resulting from such
change, shall upon the filing of the certificate of amendment, be deemed
substituted for the shares changed, in accordance with the stated terms
of change.